Common use of Financial Statements Absence of Undisclosed Liabilities Receivables Clause in Contracts

Financial Statements Absence of Undisclosed Liabilities Receivables. (a) The Company has heretofore delivered to Parent complete and correct copies of the unaudited balance sheet of the Company (the “Unaudited Company Balance Sheet”) at September 30, 2006 (the “Company Balance Sheet Date”) and unaudited statements of income, cash flows and stockholders’ equity of the Company for the previous 12 months then ended, and complete and correct copies of the unaudited balance sheet of the Company at September 30, 2005 and unaudited statements of income, cash flows and stockholders’ equity of the Company for the previous 12 months then ended (with the Unaudited Company Balance Sheet, the “Unaudited Company Financial Statements”), all of which have been prepared from the books and records of the Company in accordance with generally accepted accounting principles (“GAAP”) consistently applied and maintained throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present in all material respects the financial condition of the Company as at their respective dates and the results of the Company’s operations and cash flows for the periods covered thereby. Not less than five days prior to the Closing, the Company shall deliver to Parent complete and correct copies of the audited balance sheet of the Company (the “Audited Company Balance Sheet” and collectively with the Unaudited Company Balance Sheet, the “Company Balance Sheet”) at the Company Balance Sheet Date and audited statements of income, cash flows and stockholders’ equity of the Company for the previous 12 months then ended and complete and correct copies of the audited balance sheet of the Company at September 30, 2005 and audited statements of income, cash flows and stockholders’ equity of the Company for the previous 12 months then ended (with the Audited Company Balance Sheet, the “Audited Company Financial Statements, audited by Xxxxxx Xxx Xxxxxx & Xxxxxxx LLP, independent certified public accountants (collectively the Unaudited Company Financial Statements and the Audited Company Financial Statements, the “Company Financial Statements”), all of which have been prepared from the books and records of the Company in accordance with GAAPconsistently applied and maintained throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present in all material respects the financial condition of the Company as at their respective dates and the results of the Company’s operations and cash flows for the periods covered thereby. Such statements of income do not contain any items of special or nonrecurring revenue or income or any revenue or income not earned in the ordinary course of business, except as expressly specified therein. (b) Except as and to the extent reflected or reserved against on the Company Balance Sheet, the Company did not have, as of the Company Balance Sheet Date, any liabilities, debts or obligations (whether absolute, accrued, contingent or otherwise) of any nature that would be required as of such date to have been included on a balance sheet prepared in accordance with GAAP. Since the Company Balance Sheet Date, the Company has not incurred or suffered to exist any liabilities, debts or obligations (whether absolute, accrued, contingent or otherwise), except liabilities, debts and obligations incurred in the ordinary course of business, consistent with past practice, none of which will have a Material Adverse Effect. Since the Company Balance Sheet Date, there has been no material adverse change in the business, operations, assets (including intangible assets), condition (financial or otherwise), liabilities or results of operations of the Company, taken as a whole, and no event has occurred which is reasonably likely to cause any such material adverse change. (c) All receivables of the Company (including accounts receivable, loans receivable and advances) which are reflected in the Company Balance Sheet, and all such receivables which have arisen thereafter and prior to the Effective Time, have arisen or will have arisen only from bona fide transactions in the ordinary course of business and shall be fully collectible at the aggregate recorded amounts thereof (except to the extent of appropriate reserves therefor established in accordance with prior practice and GAAP) and are not and will not be subject to defense, counterclaim or offset.

Financial Statements Absence of Undisclosed Liabilities Receivables. (a) The Company has heretofore delivered to Parent complete and correct copies of the unaudited balance sheet of the Company following financial statements (the “Unaudited Company Balance Sheet”) at September 30, 2006 (the “Company Balance Sheet Date”) and unaudited statements of income, cash flows and stockholders’ equity of the Company for the previous 12 months then ended, and complete and correct copies of the unaudited balance sheet of the Company at September 30, 2005 and unaudited statements of income, cash flows and stockholders’ equity of the Company for the previous 12 months then ended (with the Unaudited Company Balance Sheet, the “Unaudited "Company Financial Statements”"), all of which have been prepared from the books and records of the Company in accordance with generally accepted accounting principles (“"GAAP”") consistently applied and maintained throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present in all material respects the financial condition of the Company as at their respective dates and the results of the Company’s their operations and cash flows for the periods covered thereby. Not less than five days prior , except that unaudited interim results were or are subject to the Closing, the Company shall deliver normal and recurring year-end adjustments which were not or are not expected to Parent complete and correct copies of the be material in amount: (i) audited balance sheet of the Company (the “Audited Company Balance Sheet” sheets at December 31, 1995, December 31, 1996 and collectively with the Unaudited Company Balance SheetDecember 31, the “Company Balance Sheet”) at the Company Balance Sheet Date 1997 and audited statements of income, cash flows and stockholders’ shareholders' equity of the Company for the previous 12 months fiscal years then ended and complete and correct copies of the audited balance sheet of the Company at September 30, 2005 and audited statements of income, cash flows and stockholders’ equity of the Company for the previous 12 months then ended (with the Audited Company Balance Sheet, the “Audited Company Financial Statementsended, audited by Xxxxxx Xxx Xxxxxx Deloitte & Xxxxxxx Touche LLP, independent certified public accountants accountants; and (collectively ii) unaudited balance sheet (the Unaudited "Company Financial Statements and the Audited Company Financial Statements, the “Company Financial Statements”), all of which have been prepared from the books and records of the Company in accordance with GAAPconsistently applied and maintained throughout the periods indicated (except as may be indicated in the notes theretoInterim Balance Sheet") and fairly present in all material respects the financial condition of the Company as at their respective dates September 30, 1998 (the "Company Interim Balance Sheet Date") and the results statements of the Company’s operations income and cash flows for the periods covered therebythree and nine months then ended. Such statements of income do not contain any items of special or nonrecurring revenue or income or any revenue or income not earned in the ordinary course of business, except as expressly specified therein. (b) Except as and to the extent reflected or reserved against on the Company Interim Balance Sheet, and except for liabilities which will not have a Material Adverse Effect, the Company did not have, as of the Company Interim Balance Sheet Date, any liabilities, debts or obligations (whether absolute, accrued, contingent or otherwise) of any nature that would be required as of such date to have been included on a balance sheet prepared in accordance with GAAP. Since the Company Interim Balance Sheet Date, the Company has not incurred or suffered to exist any liabilitiesliability, debts debt or obligations obligation (whether absolute, accrued, contingent or otherwise), except liabilities, debts debt and obligations incurred in the ordinary course of business, consistent with past practice, none of which will have a Material Adverse Effect. Since the Company Interim Balance Sheet Date, there has been no material adverse change in the business, operations, assets (including intangible assets), condition (financial or otherwise), liabilities liabilities, or results of operations of the Company, taken as a whole, Company and no event has occurred which is reasonably likely to cause any such material adverse change. (c) All receivables of the Company (including installment loans receivable under premium finance agreements and any other accounts receivable, loans receivable and advances) which are reflected in the Company Interim Balance Sheet, and all such receivables which have arisen thereafter and prior to the Effective Time, have arisen or will have arisen only from bona fide transactions in the ordinary course of business and shall be fully collectible at the aggregate recorded amounts thereof (except to the extent of appropriate reserves therefor established in accordance with prior practice and GAAP) and are not and will not be subject to defense, counterclaim or offsetamounts.

Financial Statements Absence of Undisclosed Liabilities Receivables. (a) The Company Parent has heretofore delivered to Parent the Company complete and correct copies of the unaudited balance sheet of the Company following financial statements (the “Unaudited Company Balance Sheet”) at September 30, 2006 (the “Company Balance Sheet Date”) and unaudited statements of income, cash flows and stockholders’ equity of the Company for the previous 12 months then ended, and complete and correct copies of the unaudited balance sheet of the Company at September 30, 2005 and unaudited statements of income, cash flows and stockholders’ equity of the Company for the previous 12 months then ended (with the Unaudited Company Balance Sheetcollectively, the “Unaudited Company "Parent Financial Statements”"), all of which have been prepared from the books and records of the Company Parent and its Subsidiaries in accordance with generally accepted accounting principles (“GAAP”) GAAP consistently applied and maintained throughout the periods indicated (except as may be indicated in the notes theretothereto and except that the unaudited Parent Financial Statements may not include all notes thereto required by GAAP) and fairly present in all material respects the financial condition of the Company Parent and its Subsidiaries as at their respective dates and the results of the Company’s their operations and cash flows for the periods covered thereby. Not less than five days prior , except that unaudited interim results were or are subject to the Closingnormal and recurring year-end adjustments which were not or are not expected to be material in amount: (i) audited consolidated balance sheets at December 31, the Company shall deliver to Parent complete 1995 and correct copies of the audited balance sheet of the Company (the “Audited Company Balance Sheet” and collectively with the Unaudited Company Balance SheetDecember 31, the “Company Balance Sheet”) at the Company Balance Sheet Date 1996 and audited consolidated statements of income, cash flows and stockholders’ ' equity of the Company Parent and its Subsidiaries for the previous 12 months fiscal years then ended and complete and correct copies of the audited balance sheet of the Company at September 30, 2005 and audited statements of income, cash flows and stockholders’ equity of the Company for the previous 12 months then ended (with the Audited Company Balance Sheet, the “Audited Company Financial Statementsended, audited by Xxxxxx Xxx Xxxxxx & Xxxxxxx Arthur Andersen LLP, independent certified public accountants certifiex xxxxix xxxxxxtants; and (collectively ii) unaudited consolidated balance sheet (the Unaudited Company Financial Statements "Parent Interim Balance Sheet") of Parent and its Subsidiaries as at June 30, 1997 (the Audited Company Financial Statements, the “Company Financial Statements”), all of which have been prepared from the books and records of the Company in accordance with GAAPconsistently applied and maintained throughout the periods indicated (except as may be indicated in the notes thereto"Parent Interim Balance Sheet Date") and fairly present in all material respects the financial condition consolidated statements of the Company as at their respective dates and the results of the Company’s operations income and cash flows for the periods covered therebythree and six months then ended. Such statements of income do not contain any items material item of special or nonrecurring revenue or income or any material item of revenue or income not earned in the ordinary course of business, except as expressly specified therein. (b) Except as and to the extent reflected or reserved against on the Company Parent Interim Balance Sheet, the Company did and except for liabilities which will not havehave a Material Adverse Effect, neither Parent nor any of its Subsidiaries had, as of the Company Parent Interim Balance Sheet Date, any liabilities, debts or obligations (whether absolute, accrued, contingent or otherwise) of any nature that would be required as of such date to have been included on a balance sheet prepared in accordance with GAAP. Since the Company Parent Interim Balance Sheet Date, the Company neither Parent nor any of its Subsidiaries has not incurred or suffered to exist any liabilitiesliability, debts debt or obligations obligation (whether absolute, accrued, contingent or otherwise), except liabilities, debts debt and obligations incurred in the ordinary course of business, consistent with past practice, none of which will have a Material Adverse Effect. Since the Company Balance Sheet Date, there has been no material adverse change in the business, operations, assets (including intangible assets), condition (financial or otherwise), liabilities or results of operations of the Company, taken as a whole, and no event has occurred which is reasonably likely to cause any such material adverse change. (c) All Except as set forth in Section 3.9 of the Parent Disclosure Schedule, all receivables of the Company Parent and its Subsid- iaries (including accounts receivable, loans receivable and advancesadvanc- es) which are reflected in the Company Parent Interim Balance Sheet, and all such receivables which have arisen thereafter and prior to the Effective Time, have arisen or will have arisen only from bona fide transactions in the ordinary course of business business, the carrying value of such receivables approximate their fair market values and shall be fully collectible at the aggregate recorded amounts thereof (except to the extent of appropriate adequate reserves therefor for Parent's receivables have been established in accordance with prior practice and GAAP) and are not and will not be subject to defense, counterclaim or offset.

Financial Statements Absence of Undisclosed Liabilities Receivables. (a) The Company has heretofore delivered to Parent complete and correct copies of the unaudited balance sheet of the Company following financial statements (the “Unaudited Company Balance Sheet”) at September 30, 2006 (the “Company Balance Sheet Date”) and unaudited statements of income, cash flows and stockholders’ equity of the Company for the previous 12 months then ended, and complete and correct copies of the unaudited balance sheet of the Company at September 30, 2005 and unaudited statements of income, cash flows and stockholders’ equity of the Company for the previous 12 months then ended (with the Unaudited Company Balance Sheet, the “Unaudited Company Financial Statements”"COMPANY FINANCIAL STATEMENTS"), all of which have been prepared from the books and records of the Company in accordance with generally accepted accounting principles (“"GAAP”") consistently consis tently applied and maintained throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present in all material respects the financial condition of the Company as at their respective respec tive dates and the results of the Company’s 's operations and cash flows for the periods covered thereby. Not less than five days prior to the Closing, the Company shall deliver to Parent complete and correct copies of the audited : (i) unaudited balance sheet of the Company (the “Audited Company Balance Sheet” and collectively with the Unaudited Company Balance Sheet, the “Company Balance Sheet”"COMPANY BALANCE SHEET") at the Company Balance Sheet Date and audited statements of income, cash flows and stockholders’ equity of the Company for the previous 12 months then ended and complete and correct copies of the audited balance sheet of the Company at September 30, 2005 and audited statements of income, cash flows and stockholders’ equity of the Company for the previous 12 months then ended (with the Audited Company Balance Sheet, the “Audited Company Financial Statements, audited by Xxxxxx Xxx Xxxxxx & Xxxxxxx LLP, independent certified public accountants (collectively the Unaudited Company Financial Statements and the Audited Company Financial Statements, the “Company Financial Statements”), all of which have been prepared from the books and records of the Company in accordance with GAAPconsistently applied and maintained throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present in all material respects the financial condition of the Company as at their respective dates of December 31, 1999 (the "COMPANY BALANCE SHEET DATE") and the results statement of the Company’s operations and cash flows income for the periods covered therebyyear then ended. Such statements statement of income do does not contain any items of special or nonrecurring revenue or income or any revenue or income not earned in the ordinary course of business, except as expressly specified therein. (b) Except as and to the extent reflected or reserved against on the Company Balance Sheet, the Company did not have, as of the Company Balance Sheet Date, any liabilities, debts or obligations (whether absolute, accrued, contingent or otherwise) of any nature that would be required as of such date to have been included on a balance sheet prepared in accordance with GAAP. Since the Company Balance Sheet Date, the Company has had not incurred or suffered to exist any liabilitiesliability, debts debt or obligations obligation (whether absolute, accrued, contingent or otherwise), except liabilities, debts debt and obligations incurred in the ordinary course of business, consistent with past practice, none of which will have a Material Adverse Effect. Since the Company Balance Sheet Date, there has been no material adverse change in the business, operations, assets (including intangible assets), condition (financial or otherwise), liabilities or results of operations of the Company, taken as a whole, and no event has occurred which is reasonably likely to cause any such material adverse change. (c) All receivables of the Company (including accounts receivable, loans receivable and advances) which are reflected in the Company Balance Sheet, and all such receivables which have arisen thereafter and prior to the Effective Time, have arisen or will have arisen only from bona fide transactions BONA FIDE trans actions in the ordinary course of business and shall be fully collectible at the aggregate recorded amounts thereof (except to the extent of appropriate reserves therefor established in accordance with prior practice and GAAP) and are not and will not be subject to defense, counterclaim or offset.

Financial Statements Absence of Undisclosed Liabilities Receivables. (a) The Company Parent has heretofore delivered to Parent the Company complete and correct copies of the unaudited balance sheet of the Company following financial statements (the “Unaudited Company Balance Sheet”) at September 30, 2006 (the “Company Balance Sheet Date”) and unaudited statements of income, cash flows and stockholders’ equity of the Company for the previous 12 months then ended, and complete and correct copies of the unaudited balance sheet of the Company at September 30, 2005 and unaudited statements of income, cash flows and stockholders’ equity of the Company for the previous 12 months then ended (with the Unaudited Company Balance Sheetcollectively, the “Unaudited Company "Parent Financial Statements”"), all of which have been prepared from the books and records of the Company Parent and its Subsidiaries in accordance with generally accepted accounting principles (“GAAP”) GAAP consistently applied and maintained throughout the periods indicated (except as may be indicated in the notes theretothereto and except that the unaudited Parent Financial Statements may not include all notes thereto required by GAAP) and fairly present in all material respects the financial condition of the Company Parent and its Subsidiaries as at their respective dates and the results of the Company’s their operations and cash flows for the periods covered thereby. Not less than five days prior , except that unaudited interim results were or are subject to the Closingnormal and recurring year-end adjustments which were not or are not expected to be material in amount: (i) audited consolidated balance sheets at December 31, the Company shall deliver to Parent complete 1995 and correct copies of the audited balance sheet of the Company (the “Audited Company Balance Sheet” and collectively with the Unaudited Company Balance SheetDecember 31, the “Company Balance Sheet”) at the Company Balance Sheet Date 1996 and audited consolidated statements of income, cash flows and stockholders’ ' equity of the Company Parent and its Subsidiaries for the previous 12 months fiscal years then ended and complete and correct copies of the audited balance sheet of the Company at September 30, 2005 and audited statements of income, cash flows and stockholders’ equity of the Company for the previous 12 months then ended (with the Audited Company Balance Sheet, the “Audited Company Financial Statementsended, audited by Xxxxxx Xxx Xxxxxx & Xxxxxxx Arthur Andersen LLP, independent certified public accountants axxxxxxants; and (collectively ii) unaudited consolidated balance sheet (the Unaudited Company Financial Statements "Parent Interim Balance Sheet") of Parent and its Subsidiaries as at June 30, 1997 (the Audited Company Financial Statements, the “Company Financial Statements”), all of which have been prepared from the books and records of the Company in accordance with GAAPconsistently applied and maintained throughout the periods indicated (except as may be indicated in the notes thereto"Parent Interim Balance Sheet Date") and fairly present in all material respects the financial condition consolidated statements of the Company as at their respective dates and the results of the Company’s operations income and cash flows for the periods covered therebythree and six months then ended. Such statements of income do not contain any items material item of special or nonrecurring revenue or income or any material item of revenue or income not earned in the ordinary course of business, except as expressly specified therein. (b) Except as and to the extent reflected or reserved against on the Company Parent Interim Balance Sheet, the Company did and except for liabilities which will not havehave a Material Adverse Effect, neither Parent nor any of its Subsidiaries had, as of the Company Parent Interim Balance Sheet Date, any liabilities, debts or obligations (whether absolute, accrued, contingent or otherwise) of any nature that would be required as of such date to have been included on a balance sheet prepared in accordance with GAAP. Since the Company Parent Interim Balance Sheet Date, the Company neither Parent nor any of its Subsidiaries has not incurred or suffered to exist any liabilitiesliability, debts debt or obligations obligation (whether absolute, accrued, contingent or otherwise), except liabilities, debts debt and obligations incurred in the ordinary course of business, consistent with past practice, none of which will have a Material Adverse Effect. Since the Company Balance Sheet Date, there has been no material adverse change in the business, operations, assets (including intangible assets), condition (financial or otherwise), liabilities or results of operations of the Company, taken as a whole, and no event has occurred which is reasonably likely to cause any such material adverse change. (c) All Except as set forth in Section 3.9 of the Parent Disclosure Schedule, all receivables of the Company Parent and its Subsidiaries (including accounts receivable, loans receivable and advances) which are reflected in the Company Parent Interim Balance Sheet, and all such receivables which have arisen thereafter and prior to the Effective Time, have arisen or will have arisen only from bona fide transactions in the ordinary course of business business, the carrying value of such receivables approximate their fair market values and shall be fully collectible at the aggregate recorded amounts thereof (except to the extent of appropriate adequate reserves therefor for Parent's receivables have been established in accordance with prior practice and GAAP) and are not and will not be subject to defense, counterclaim or offset.

Financial Statements Absence of Undisclosed Liabilities Receivables. (a) The Company has heretofore delivered to Parent complete and correct copies of the unaudited balance sheet of the Company following financial statements (the “Unaudited Company Balance Sheet”) at September 30, 2006 (the “Company Balance Sheet Date”) and unaudited statements of income, cash flows and stockholders’ equity of the Company for the previous 12 months then ended, and complete and correct copies of the unaudited balance sheet of the Company at September 30, 2005 and unaudited statements of income, cash flows and stockholders’ equity of the Company for the previous 12 months then ended (with the Unaudited Company Balance Sheet, the “Unaudited "Company Financial Statements”"), all of which have been prepared from the books and records of the Company and its Subsidiaries in accordance with generally accepted accounting principles (“"GAAP”") consistently applied and maintained throughout the periods indicated (except as may be indicated in the notes theretothereto and except that the unaudited Company Financial Statements may not include all notes thereto required by GAAP) and fairly present in all material respects the financial condition of the Company as and its Subsidiaries at their respective dates and the results of the Company’s their operations and cash flows for the periods covered thereby. Not less than five days prior , except that unaudited interim results were or are subject to the Closingnormal and recurring year-end adjustments which were not or are not expected to be material in amount: (i) audited consolidated balance sheets at September 30, the Company shall deliver to Parent complete 1995 and correct copies of the audited balance sheet of the Company (the “Audited Company Balance Sheet” and collectively with the Unaudited Company Balance SheetSeptember 30, the “Company Balance Sheet”) at the Company Balance Sheet Date 1996 and audited consolidated statements of income, cash flows and stockholders’ stock- holders' equity of the Company and its Subsidiaries for the previous 12 months fiscal years then ended and complete and correct copies of the ended, audited by Arthur Andersen LLP, independent certifiex xxxxix xxxxxxtants; and (ii) unaudited consolidated balance sheet (the "Company Interim Balance Sheet") of the Company and its Subsidiaries at September June 30, 2005 1997 (the "Company Interim Balance Sheet Date") and audited consolidated statements of income, cash flows and stockholders’ equity of the Company for the previous 12 months then ended (with the Audited Company Balance Sheet, the “Audited Company Financial Statements, audited by Xxxxxx Xxx Xxxxxx & Xxxxxxx LLP, independent certified public accountants (collectively the Unaudited Company Financial Statements and the Audited Company Financial Statements, the “Company Financial Statements”), all of which have been prepared from the books and records of the Company in accordance with GAAPconsistently applied and maintained throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present in all material respects the financial condition of the Company as at their respective dates and the results of the Company’s operations income and cash flows for the periods covered therebythree and nine months then ended. Such statements of income do not contain any items material item of special or nonrecurring revenue or income or any material item of revenue or income not earned in the ordinary course of business, except as expressly specified therein. (b) Except as and to the extent reflected or reserved against on the Company Interim Balance Sheet, and except for liabilities which will not have a Material Adverse Effect, neither the Company did not havenor any of its Subsidiaries had, as of the Company Interim Balance Sheet Date, any liabilities, debts or obligations (whether absolute, accrued, contingent or otherwise) of any nature that would be required as of such date to have been included on a balance sheet prepared in accordance with GAAP. Since the Company Interim Balance Sheet Date, neither the Company nor any of its Subsidiaries has not incurred or suffered to exist any liabilitiesliability, debts debt or obligations obligation (whether absolute, accrued, contingent or otherwise), except liabilities, debts debt and obligations incurred in the ordinary course of business, consistent with past practice, none of which will have a Material Adverse Effect. Since the Company Balance Sheet Date, there has been no material adverse change in the business, operations, assets (including intangible assets), condition (financial or otherwise), liabilities or results of operations of the Company, taken as a whole, and no event has occurred which is reasonably likely to cause any such material adverse change. (c) All receivables of the Company and its Subsidiaries (including accounts receivable, loans receivable and advances) which are reflected in the Company Interim Balance Sheet, and all such receivables which have arisen thereafter and prior to the Effective Time, have arisen or will have arisen only from bona fide transactions in the ordinary course of business business, the carrying value of such receivables approximate their fair market values, and shall be fully collectible at adequate reserves for the aggregate recorded amounts thereof (except to the extent of appropriate reserves therefor established Company's receivables have been estab- lished in accordance with prior practice and GAAP) and are not and will not be subject to defense, counterclaim or offset.

Financial Statements Absence of Undisclosed Liabilities Receivables. (a) The Company has heretofore delivered to Parent complete and correct copies of the unaudited balance sheet of the Company following financial statements (the “Unaudited Company Balance Sheet”) at September 30, 2006 (the “Company Balance Sheet Date”) and unaudited statements of income, cash flows and stockholders’ equity of the Company for the previous 12 months then ended, and complete and correct copies of the unaudited balance sheet of the Company at September 30, 2005 and unaudited statements of income, cash flows and stockholders’ equity of the Company for the previous 12 months then ended (with the Unaudited Company Balance Sheet, the “Unaudited "Company Financial Statements”"), all of which have been prepared from the books and records of the Company and its Subsidiaries in accordance with generally accepted accounting principles (“"GAAP”") consistently applied and maintained throughout the periods indicated (except as may be indicated in the notes theretothereto and except that the unaudited Company Financial Statements may not include all notes thereto required by GAAP) and fairly present in all material respects the financial condition of the Company as and its Subsidiaries at their respective dates and the results of the Company’s their operations and cash flows for the periods covered thereby. Not less than five days prior , except that unaudited interim results were or are subject to the Closingnormal and recurring year-end adjustments which were not or are not expected to be material in amount: (i) audited consolidated balance sheets at September 30, the Company shall deliver to Parent complete 1995 and correct copies of the audited balance sheet of the Company (the “Audited Company Balance Sheet” and collectively with the Unaudited Company Balance SheetSeptember 30, the “Company Balance Sheet”) at the Company Balance Sheet Date 1996 and audited consolidated statements of income, cash flows and stockholders’ ' equity of the Company and its Subsidiaries for the previous 12 months fiscal years then ended and complete and correct copies of the audited balance sheet of the Company at September 30, 2005 and audited statements of income, cash flows and stockholders’ equity of the Company for the previous 12 months then ended (with the Audited Company Balance Sheet, the “Audited Company Financial Statementsended, audited by Xxxxxx Xxx Xxxxxx & Xxxxxxx Arthur Andersen LLP, independent certified public accountants accountants; and (collectively ii) unaudited consolidated balance sheet (the Unaudited "Company Financial Statements and the Audited Company Financial Statements, the “Company Financial Statements”), all of which have been prepared from the books and records Interim Balance Sheet") of the Company in accordance with GAAPconsistently applied and maintained throughout its Subsidiaries at June 30, 1997 (the periods indicated (except as may be indicated in the notes thereto"Company Interim Balance Sheet Date") and fairly present in all material respects the financial condition consolidated statements of the Company as at their respective dates and the results of the Company’s operations income and cash flows for the periods covered therebythree and nine months then ended. Such statements of income do not contain any items material item of special or nonrecurring revenue or income or any material item of revenue or income not earned in the ordinary course of business, except as expressly specified therein. (b) Except as and to the extent reflected or reserved against on the Company Interim Balance Sheet, and except for liabilities which will not have a Material Adverse Effect, neither the Company did not havenor any of its Subsidiaries had, as of the Company Interim Balance Sheet Date, any liabilities, debts or obligations (whether absolute, accrued, contingent or otherwise) of any nature that would be required as of such date to have been included on a balance sheet prepared in accordance with GAAP. Since the Company Interim Balance Sheet Date, neither the Company nor any of its Subsidiaries has not incurred or suffered to exist any liabilitiesliability, debts debt or obligations obligation (whether absolute, accrued, contingent or otherwise), except liabilities, debts debt and obligations incurred in the ordinary course of business, consistent with past practice, none of which will have a Material Adverse Effect. Since the Company Balance Sheet Date, there has been no material adverse change in the business, operations, assets (including intangible assets), condition (financial or otherwise), liabilities or results of operations of the Company, taken as a whole, and no event has occurred which is reasonably likely to cause any such material adverse change. (c) All receivables of the Company and its Subsidiaries (including accounts receivable, loans receivable and advances) which are reflected in the Company Interim Balance Sheet, and all such receivables which have arisen thereafter and prior to the Effective Time, have arisen or will have arisen only from bona fide transactions in the ordinary course of business business, the carrying value of such receivables approximate their fair market values, and shall be fully collectible at adequate reserves for the aggregate recorded amounts thereof (except to the extent of appropriate reserves therefor Company's receivables have been established in accordance with prior practice and GAAP) and are not and will not be subject to defense, counterclaim or offset.